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16) What is the most disappointing aspect of this whole situation
regarding Microsoft? The sense of betrayal from having always having
been a sincere supporter of Microsoft. In fact for years there were
three annual reports on a small table in my office for all to see.
They were the future of financial services, I would say. These were
Microsoft, Intel and Charles Schwab. Most people today that support
Microsoft only care about the stock price. DP managers are generally
a smart lot and they have to also be upset at the level of risk they
are being required to take in order to keep their systems going, that
is, sustain Microsoft's pyramid.
Being ridiculed by the media is also disappointing along with being
told I am arrogant, opinionated and incompetent. Major media
reporters like to cite leading universities and investment
professionals. Me, I'd rather rely on my 4th grade math teacher who is
a brilliant dedicated person that if not retired deserves more than
having her retirement stolen by a company that is manipulating the
education system and plundering teachers retirement plans all over the
country.
17) Please explain the connection to the Keating Savings and Loan
debacle in one sentence. Pension funds are being plundered by junk
stock as it is leveraged into the pension funds by an over reliance on
unmonitored passive indexes, most notably the Standard and Poors 500,
just as Keating used junk bonds to plunder the Savings and Loan banks.
Many readers have had a hard time accepting this conclusion outlined
in the original study and have become too focused upon stock option
accounting. Stock option accounting is but one earnings management
tool which has resulted in this pyramid scheme, what can be called the
cash generating component. The fundamental vehicle for perpetrating
this scheme is the manipulation of the index funds since Microsoft is
taking far more than its share of the overall indexes.
From a theoretical perspective, one might also argue that the Black
Scholes option pricing model is a Trojan Horse being used by
irresponsible and corrupt corporate officials to plunder the
retirement system. This is ironic since Myron Scholes won the Nobel
Prize in Economics for developing the model. Of course its use also
brought us the Long-Term Capital Hedge fund debacle in October of
1998, an event that almost destabilized the entire global financial
system.
18) What is your forecast for the economy and stock market, in
particular, given your conclusions? The economy is somewhat leveraged
but still in great shape. I am very optimistic that the next 5-7
years will be a terrific boom time if we can adequately deal with this
massive fraud and restore integrity to the markets.
Microsoft has unfortunately convinced us that if their pyramid scheme
tumbles, so goes the economy. Again, more than half the stock is
still held by employees and management and so now is the time to act.
Fear of economic insecurity is a primary tool used by which Microsoft
has coopted the general public and a technique used effectively in
their Department of Justice trial defense.
The study; however, clearly concludes just the opposite and projects
the strongest economy we have ever known due to an increasing global
demand for specialized products and services and our unique ability to
meet this demand. The problem in the next 5-7 years will not be an
economic decline based upon fundamentals but rather how to find
qualified employees. This is not to be confused with stock market
performance which should be mixed at best given the extraordinary
performance over the past two decades.
Regarding small and mid size companies, especially those not in the
S&P 500, this could be a great opportunity. These values are of
course being suppressed by an over reliance on passive index based
investment based upon the S&P 500. Smaller technology firms in
particular could see improving prospects for product sales with a fast
growing economy, both here in the US and abroad. It is unfortunate
that there are so few quality small cap mutual funds. Both turnover
ratios and fees are far too high and the actual holdings are often not
small cap companies afterall.
19) Unused
20) What is the best way to reach you to inquire regarding your
services? Email me first and then we can take it from there. The
main thing in the beginning is to develop some confidence that some
outside top quality advice may help you build or sustain your
financial house. That takes a little time but is rather easy to
demonstrate if given an opportunity to comment on a specific portfolio
given that usually it is easy to recommend a strategy resulting in a
big reduction in fees. Of course there are no guarantees with respect
to investment performance, and given the performance over the last few
years, most investors should be indeed prepared for a moderate decline
in their portfolios.
21) What is your perceptive on Alan Greenspan? Greenspan is
competent and courageous enough to say and do the right thing, a good
example being explaining the folly of investing social security funds
in the stock market. Most people still don't understand his arguments
yet he is absolutely correct. Like most clarinet players; however, he
does seem to have a bit of that brash optimism typical of many
clarinet players. Few people realize that Greenspan started as a
musician which was brought out in an excellent profile of his
background in USA Today. USA Today is a very surprisingly good
publication with respect to finance and economics. Even for a highly
trained professional like myself. Many of the other supposedly high
quaility investment publications can dazzle with data but have limited
substance.
22) Isn't your whole argument really a moral/ethical opinion on how
corporations should be run? Absolutely not. Let's assume no one has
any ethics or morals, that is not the issue. The issue is a corrupted
scorecard which is rewarding Microsoft as a big winner when it is in
fact a dramatic financial loser that has erected a financial pyramid
scheme that is the financial fraud of the century. Others that are
winners are being denied the free market success they are entitled to.
23) You make outlandish conclusions with no hard facts. Please do
print off the excel spreadsheet and review the 2 charts, underlying
assumptions and numbers. These are all based upon SEC filed 10Q and
10K reports. Making you a competent financial advisor, economist or
accountant may be unrealistic but let's look at one significant
example of why the facts are about as hard as they come.
Go to the SEC Edgar database at www.sec.gov and select Microsoft's 10K
report for the year ending 6/30/99 that was filed on 9/28/99. Print
off the report, which is 81 pages, and refer to the cash flow
statement on printed page 63. On this statement is an item titled
"stock option income tax benefits" with the amount of $3.1 billion.
What this means in plain English is that Microsoft's employees
exercised stock options during 1999 with a value of $9 billion in
excess of the exercise price. This amount is included as ordinary W-2
wage income to employees, even though they do not sell the stock,
because the tax is triggered on the day employees exercise and take
ownership of the stock. This $9 billion in stock option wages to
employees also allows the company to take a tax deduction for the same
amount or $9 billion since the IRS views this as wage expense. Since
Microsoft is in a 35 percent tax bracket, a $9 billion deduction
results in a cash flow impact of $3.1 billion. Simply put, Microsoft
was able to pay $3.1 billion less in taxes by taking a wage expense
deduction that is never charged to earnings.
24) Why do you like John Bogle and Vanguard so much? What is your
agenda there? John Bogle is to mutual funds what Andy Grove has been
to technology. All top investment people have read his books, which
are outstanding. Sadly, many of these investment people now wave his
book to prospective clients for credibility but then set up a system
to plunder investors accounts in the form of excessive fees. Vanguard
is the best "overall" family of mutual funds and was founded by Bogle
who has since retired. I have no relationship with Vanguard's
management and have never received any fees, either directly or
indirectly, from Vanguard, even though responsible for significant
transfers of assets to Vanguard. It is troubling, however, that
Vanguard is somewhat silent on this issue.
25) What is the impact of Microsoft being added to the Dow Jones
Index? The Dow is a share weighted index that results in Microsoft
accounting for about 4.5 percent of the index. If it were weighted
based upon market capitalization, Microsoft would account for more
than 15 percent of the entire index. Frankly, a concern is that
Microsoft is being added in a two step fashion. Step one is to
include them in the index and step 2 would be to change how the index
is computed, that is, begin using market capitalization as is done
with the Global Titan Index, another Dow Jones index. You would think
that the editors of the Wall Street Journal, those who make the
decision, would have incorporated consideration for Microsoft's
accounting practices. Hewlett Packard was a good addition to the Dow
yet Microsoft is a sham. Again, this is not because Microsoft does
not have a lot of brilliant well meaning employees but rather that
management has positioned the company as the financial fraud of the
century.
26) Why are you so hard edged about the results of this study?
Perhaps it is just frustration over the study results being
manipulated by certain media. It was particularly disappointing when
The Wall Street Jounal interviewed me only to manipulate the study's
findings in a subsequent article, specifically saying, don't bother
worrying about stock option accounting. It may seem harsh but why
doesn't Microsoft just purchase the Dow Jones Corporation to clarify
constituencies.
It also seems clear that most in the media are accostomed to looking
at pieces of the study rather than using a systems perspective.
Please don't interpret this as me having a negative perspective of the
media. We have great media institutions in this country including the
New York Times and Washington Post but even they will receive
considerable challenges over time to their independence. That is just
the way our fluid system of democracy works. Sometimes they will even
fail and that is why feedback like this is so important.
27) Why haven't the investment media reported your findings? Most
business writers, although often with strong economics backgrounds, do
not understand the language of business, that is, accounting. They
have been hoodwinked by Microsoft's PR effort labeling me as an
extremist.
During the DOJ trial the NY Times often referred to the lead
government witness as Franklin Fisher, MIT professor. It would have
also been good to say that he is Chairman of a publicaly traded
consulting firm, Charles River and Associates. His firm's incentive
is to generate consulting revenues and that is not a bad thing but
simply labeling him as an MIT professor is bad journalism.
28) What about other companies, including Intel? Why are you picking
on Microsoft? An extensive cross industry study was done along with a
sharp focus on various segments of technology. Again, many companies
do have liberal stock option programs yet the issue is not whether
they use similar techniques but rather the magnitude of its distortion
on the overall financials. Significant distortions do exist at Cisco
Systems, Dell, MCI/Worldcom, AOL, Sun and Intel yet none come close to
the gross distortion at Microsoft. It is so easy to focus on an effect
of a condition rather than the condition itself and that is why the
study focused upon the source of this massive financial fraud. That
source is Microsoft and why they are referred to as the "pied piper"
of significant financial fraud.
Let's look at the hard numbers. Intel's year end is 12/31 and so to
keep a good comparison with Microsoft let's take the data for the 6
month period ending 6/30/99, which happens to be Microsoft's
year-end. For this 6 month period, Intel took a tax deduction for
option wages of $800 million which is roughly 44 percent of total net
income for the period. At Microsoft they took a tax deduction of $9
billion or 115 percent of net income for the year ending 6/30/99. An
obvious criticism might be, Bill, you are comparing a 6 month period
for Intel to 12 months for Microsoft and you are also comparing
pre-tax expenses with after-tax net income. The reality is that under
the other scenarios Microsoft looks even worse.
The key point here is that Intel's past earnings have significantly
more integrity than those of Microsoft. One quick question for all
the investment people out there. Name the CFO for Intel? Most of you
probably don't know the answer because Intel is a technology company,
not a quasi hedge fund financial pyramid scheme that is plundering the
retirement system. We all know who Greg Maffei is, and our word
spellcheckers even provide a little twister humor upon checking the
name Maffei.
The remaining future liability or stock option debt for both Intel and
Microsoft could be the same number, let's say $60 billion, and still
Intel would shine in comparison. This is a future charge on earnings
and has nothing to do with the historical unrecorded charges to
earnings due to options already exercised and retired. You can count
on Microsoft trying to emphasize this remaining option debt and not
addressing the much more important issue, that is, the completely
bogus past earnings on which their stock price is predicated. The
future is uncertain yet the past impact is pretty darn clear given
that the amount is reflected on the employees' W-2 wage statements as
ordinary income.
Many other fundamental issues make Intel non-comparative to Microsoft
including gross sales, current market cap, margins, etc. Rather than
go into these now, they will be discussed in a future update. You
might notice that since the study has received considerable attention
Intel's stock has indeed moved back up while Microsoft is beginning to
stagnate. Fund managers are obviously listening and responding.
It is also important to note that Microsoft and many prominent media
figures are trying to coopt all of us into thinking "everyone is doing
it." A year ago one prominent reporter for Forbes magazine
interviewed me extensively, constantly trying to get me to focus on
Intel, rather than Microsoft. After all the hard work explaining my
study, Forbes magazine published a glowing cover story featuring Bill
Gates and emphasizing what a great company Microsoft is. Very
unethical journalism I believe and a clear attempt to pander to
Microsoft's advertising dollars. You would expect more from Steve
Forbes given his innovative ideas regarding taxation and presidential
aspirations.
It is noteworthy that Intel's new emphasis on the reporting of cash
earnings rather than traditional earnings is disturbing and
dishonest. More important, however, is their ability to keep pace
with Microsoft and not allow Microsoft's pyramid scheme to bury them
financially, which it could. I therefore salute Intel's creative
attempt to contain the damage by participating somewhat more than they
would otherwise but would also caution them to act responsibly and
have the courage to bury Microsoft's pyramid scheme through product
innovation and key partnerships with more open systems such as Linux.
In addition, it is about time that Intel take on Cisco Systems to
create more innovation in the networking area. Cisco is the best
example of a company seeking to emulate Microsoft's financial
practices and has indeed constructed a complete financial sham of its
own.
Earlier this year a proposal was made to Craig Barrett via email that
was passed around to several groups inside Intel. Dealing with me is
probably hard because I proposed a business which I wanted them to
develop, allowing me to simply function as a board member and
technology consultant. This is mentioned for ethical reasons so that
readers know about this. The reason for the proposal was due to
concern regarding Microsoft's financial pyramid and its potential
effect on privacy.
Sustaining the pyramid will soon require aggressively selling
privacy. We forget that this is the real number one product on the
Internet, the sale of privacy. That is a shame and might be another
pyramid impact of Microsoft's scheme. By shutting out innovation and
making the honest sale of non-Microsoft software products and content
very difficult, others have had to focus on selling eyeballs to
advertisers. That is not a bad thing but how long can the sale of
privacy sustain a business? One need only look at Amazon.com. They
would like us to believe that they sell books and music but what they
are really selling is a look at your home library and nightstand.
The proposal to Barrett was to create virtual data banks so that users
could store data on-line in a secure fashion. Not just data storage
but something akin to a "bank." That is, something with significant
levels of security, local encryption, etc. The idea is that Intel
could be trusted as a steward of senstiive information or privacy, we
clearly can not now trust Microsoft because they have a pyramid scheme
to sustain.
29) How did you set your goal of deflating Microsoft 50-80 percent?
An assumption was made that Microsoft's gross revenues would grow
indefinitely at 25 percent (very generous assumption) and that the
firm would trade at a price earnings ratio or P/E of 50. Also assumed
was that they earned $1 billion over the last year, which is not true
since they actually incurred a significant loss, another generous
assumption. The resulting market capitalization is $50 billion and
this was then doubed just to give them the benefit of the doubt,
resulting in a market cap of $100 billion. This amount is 20 percent
of the curent market cap of roughly $500 billion, implying a needed
deflation of 80 percent. Many will obviously criticize this logic yet
a competent financial advisor would probably deem it uncomfortably
simple and reasonable.
30) What advice would you give the Mac community? Forge a strong
partnership with Intel and Linux and focus on content and media
services. Apple should become a great media company, offering news
and other services. Hasn't this always been the Apple experience, a
tool to enable creativity. Get to the content, Steve. By the way,
Apple does of course also have a stock option program yet the
distortion to the financials is minor compared to Microsoft.
31) Why don't you look at the way the government does its accounting?
Look at Social Security. Isn't this the way of corporate accounting?
This is a cheap shot. Are you not tired of seeing government
employees kicked around just because we as citizens keeep electing
incompetent politicians? We are so hung up on idealogy that we forget
that this nation of ours is pretty down right complicated and we sure
better have some top notch people in governement to make sure things
run smoothly. Regarding Corporate America, most companies are very
straight up regarding their financial reporting. Sure there are
problems but overall the system works and has integrity.
32) What advice would you give Microsoft's employees? You live in a
state with no state income tax and can keep 80 cents on the dollar due
to the new lower capital gains tax rate. More incredible is that
since you have to pay the option wage tax when you exercise, you get a
new tax basis. Simply put, you already paid the tax and can diversify
without a tax consequence. Why not take that $2 million in Microsoft
stock, sell it, put it in the bank and decide how to diversify later.
It is also a tough reality that more than 80 percent of your wealth
hasn't resulted from your product sales but was rather pilfered from
the retirement system. You may not want to believe that but it is
true. With all the turmoil in Seattle regarding public school
funding, it would seem decent to be a strong supporter of such
initiatives.
33) How do you do your research projects? You also seem like all you
do is talk about Microsoft. A top down systems approach beginning
with identifying global needs. This is followed by a look at
demographics, key industries, leading companies in these key
industries, management background, etc. Books such as John Nesbitt's
Megatrends 2000 are helpful. Most important is approaching the task in
an unbiased fashion. For example, in 1995, after doing projects on
bandwidth, telecommunications, wireless communications, etc. all roads
seemed to lead to Sprint. Few people know what a great company Sprint
is. The notion of comparative value is also used extensively. For
example, comparing Sprint to AT&T, Boeing to Allied Signal, Chevron to
Exxon, etc. Too often investors start with a predisposition toward
one company yet by using the comparative value notion, one can often
result in having a stronger portfolio.
34) How do you feel about securities regulation? Many people in the
tech industry complain that regulations are excessive, especially John
Chambers of Cisco Systems. Disclosure is preferable to regulation.
For example, is it really that much to ask Microsoft to supplementally
disclose the impact of its accounting practices, that is, the tax
decutions not charged to earnings, etc and restate earnings. That
might chew up about an hour for a qualified accountant. We often talk
about the glories of the information age, yet if we don't have
adequate disclosure, we greatly compromise the inherent benefits of
having this greater access to information.
35) Do you think many of the mergers that are now occurring result
from manipulating these financial practices, of which Microsoft is the
most obvious manipulator? Absolutely. Is it not strange that the
Internet has really empowered smaller firms and individuals to take on
larger firms and at the same time all the larger firms, in particular
banks, are merging. How can Merrill Lynch possibly compete with
independent investment advisors with respect to establishing a
retirement plan when these advisors are free to recommend any
investment company, for example Vanguard or Fidelity. This freedom
allows participants access to higher quality lower cost choices simply
from being independent of the fee driven orientation of larger firms.
In the beginning, Microsoft was a big part of this empowerment and I
do sincerely appreciate the enormous contribution they have made.
Since the proliferation of the Internet; however, Microsoft has become
a significant inhibitor of this trend.
36) Why are you using MS Excel? It is a good product. Again,
Microsoft has some darn good products, in particular Word, Excel and
Powerpoint. Where they fail is in the operating system and internet
area.
37) How do you see the current state of financial analysis? Most
analysts seem to be PR representatives for the stocks they cover. A
good example might be Rick Sherlund of Goldman Sachs, who regularly
touts Microsoft's stock. In addition, there are far too many
economists expressing opinions on companies' financial statements. So
when did economists, who generally have difficulty even reading a
financial statement, become experts in financial analysis. What seems
even more ridiculous is that top business reporters rely more and more
on these economists for commentary. All professions generate a few
good jokes, including economics. This whole situation reminds me of
the joke regarding three people who are stranded on an island but 5
miles from the mainland. While two of the three are trying to build a
boat the economist says, let's just assume the water is only 6 inches
deep. Simply put, we could benefit from the media using stronger
sources for financial analysis; otherwise, our economy may drown in
corruption as integrity in the system is destroyed.
38) What would you say to George W. Bush? Steer clear of Microsoft
and don't even think about gutting the ERISA laws aimed at protecting
the retirement system. These are an important safeguard, not
excessive regulation, and if they result in lawsuits against Microsoft
for securities fraud then so be it. That is how the system is
supposed to work.
39) What specific actions would you recommend given the situation at
Microsoft? Most practical would probably be to initiate an
international boycott of the stock with the hope that reduced demand
would bring it down to less than 2 percent of the total Standard and
Poors 500. Thinking that market forces alone could accomplish this
might be naive given the significant cash flow into stock mutual
funds. If enough people starting complaining to their CFO's, in
addition to the large fund families, in particular Fidelity and Janus,
that might cause these fund families to reduce their allocations of
Microsoft stock. After all, does Fidelity really want the risk of
massive lawsuits due to potential retirement plan losses?
It would also be good if key government agencies, in particular the
Defense Department, initiated high profile announcements that they
were abandoning the Windows operating system. After all, with the
well documented security issues, you would think that their energy
could be better directed elsewhere. Given Microsoft's behavior in the
lobbying area, is that something the Department of Defense wants to
risk dealing with in the future if they end up on opposite sides of
the fence on an issue?
Teachers and other government workers, through their unions, can also
make a loud voice and demand that Microsoft be removed from their
retirement system accounts. In the end this will probably have to be
such a grass roots effort given the intense political issues at the
top level and significant advertising clout Microsoft enjoys in the
business press.
40) What can data processing managers do? This is probably also an
important time for programmers to coach their data processing managers
regarding the importance of abandoning the Windows platform for both
economical and competitive reasons. It seems rather obvious that many
firms becoming dependant on Windows will ultimately compete head to
head with Microsoft. This would include financial services firms,
media companies and distributors. Data processing managers are
usually good business people and should respond to these practical
economic arguments.
41) Have you considered writing a book? Many suggest this but as you
can see, although a very competent financial person, my writing skills
are limited. If there is someone out there that would like to
collaborate on a book, that might be interesting. There is a lot of
fascinating material surrounding this situation.
42) Give it to me in a few words? Let's not be co-opted into
thinking what is good for Microsoft is good for the country or as
Micrsoft goes, so goes the economy and stock market. That is
ridiculous. We live in extraordinary economic times and the only real
hurdle we face to igniting a whole new cycle of prosperity is
deflating this dangerous pyramid scheme. Microsoft has brilliant
people but should a firm of 30,000 people be allowed to tie up half a
trillion dollars in investment capital, especially when 80 percent of
this amount is pilfered from the retirement system.
43) Mary Jo Foley of ZD Net posted a story about you on the Internet
11/4/99. How did it go? We spoke for about half an hour and for the
life of me I can't figure out why she did not disclose a single fact
regarding the study in the article. She used a lot of hyperbole such
as "Parish vehemently denies", criticized me for being "closed minded
to anyone who doesn't see things my way," claims I'm "out to get
Microsoft," calls me "suspect because I am actively seeking
opportunties to appear on radio, TV and trade show panels" to explain
his "Microsoft-conspiracy claims" and that I am "doing this to make a
name for myself." Adding color does make things more readable but
perhaps Mary Jo has seen a few too many episodes of the X-files.
There is no conspiracy here, just a boring financial story involving
the plundering of the retirement system by brilliant people who chose
to apply a lot of technology to the financial side of the business.
The basic message is, save the technology for the products, that's
all.
It would also seem an appropriate gesture of journalistic ethics to
indicate that Paul Allen, Microsoft co-founder, is one of the largest
shareholders of Ziff Davis, according to a February 1999 press release
available at ZD Net, when doing a story about Microsoft. Most
reputable news sources, for example the New York Times, regularly make
such citations as standard operating procedure. The lack of such a
reference does not imply a conspiracy but simply a lack of integrity.
It is truly disappointing that Mary Jo did not report any facts so
that readers could understand the study without having to link to the
web site. Key things like the fact that employees pay tax at ordinary
income tax rates when they exercise stock options, even if they do not
sell the stock. Even though this is ordinary W-2 income to employees,
and Microsoft correspondingly takes a tax deduction as wage expense,
this expense is not charged to earnings. Why not say that this amount
on which employees paid tax for 1999 was $9 billion and none of it was
charged to earnings, even though net income was only $7.8 billion. Of
course this is completely independent of the remaining stock option
liability of $60 billion. Isn't that a valid piece of news and is it
not at least interesting that no one has reported this, anywhere? Many
employees don't even realize that upon exercising their stock options
they can sell the stock and diversify without paying additional taxes
because they get a new tax basis. Imagine how much more financially
stable a family could be, if upon knowing this, they diversified
somewhat?
Overall, I suppose complaining about the story is bad form. It is
exposure, after all, and for a media hound like me that's gotta be a
good thing, right. And poor Microsoft, abused by a small independent
advisor in Portland, Oregon. How strange this whole situation has
become.
Note: This list of questions and answers will be expanded
periodically, so please visit again and send in your ideas for
expanding or clarifying the list. I am not interested in being anti
Microsoft or any other company but rather elevating a dialogue on this
issue so that the free market forces can function. Please respect
that perspective and best of luck in your endeavors.
The following related resources are also available.
Right-click to download a Simplified Spreadsheet (Excel 95 format),
<http://www.billparish.com/ms699.xls>
with supporting data and charts. If you download using Netscape and
can't open the spreadsheet, send e-mail to bill {AT} billparish.com
requesting it as a file attachment.
Contact: Bill Parish
Parish & Company
10260 SW Greenburg Rd., Suite 400
Portland, Oregon 97223
Telephone: 503-643-6999
Web Site: www.billparish.com
Email: bill {AT} billparish.com
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